Oklahoma Non-Compete Agreement

Introduction

Key Things to Know

1. 1

   A non-compete tries to stop a former employee from competing after the job ends. In Oklahoma that restraint is void under 15 O.S. Section 219A, and the most an employer can enforce is a narrow limit on soliciting its established customers.

2. 2

   Oklahoma voids employee non-competes under 15 O.S. Section 219A: a former employee is permitted to engage in the same or a similar business as the former employer, and any conflicting contract provision is void and unenforceable. Section 217 voids restraints of trade generally, except the two transactional exceptions.

3. 3

   Oklahoma has no salary or income threshold that makes an employee non-compete valid. The restraint is void regardless of how much the employee earns; you cannot buy or bargain your way into an enforceable employee non-compete here.

4. 4

   What an Oklahoma employer can actually enforce against a former employee is narrow: a limit on directly soliciting the former employer's established customers (Section 219A) and a limit on soliciting its employees or independent contractors (Section 219B). Neither is a full non-compete.

5. 5

   Oklahoma allows a genuine covenant not to compete only in two settings: the sale of a business's goodwill (Section 218) and a partnership dissolution (Section 219). The geography is framed in county terms, a specified county and contiguous counties, or a city or town, so long as the buyer or remaining partners carry on a like business there.

6. 6

   Because an employee non-compete is void, Oklahoma courts do not rewrite it to make it enforceable; the most that survives is the permitted customer non-solicit. In the sale and partnership exceptions, an overbroad territory may be narrowed by statute to the county comprising the primary place of the business and contiguous counties.

7. 7

   Oklahoma employers protect confidential information through a confidentiality or non-disclosure agreement and the Oklahoma Uniform Trade Secrets Act (78 O.S. Section 85 et seq.), not through a non-compete. That, plus the permitted non-solicits, is the lawful way to protect trade secrets and customer relationships here.

Oklahoma Requirements for Non-Compete Agreement

• Employee Non-Competes Are Void

  In Oklahoma an employee non-compete is void. Under 15 O.S. Section 219A a former employee is permitted to engage in the same or a similar business as the former employer, and any conflicting contract provision is void and unenforceable. Section 217 voids restraints of trade generally. There is no reasonableness test that saves an employee non-compete in Oklahoma.

• No Income Threshold

  Oklahoma has no salary or income threshold that makes an employee non-compete enforceable. Unlike states that permit non-competes above a wage floor, Oklahoma voids the employee restraint regardless of compensation (15 O.S. Section 219A). Do not rely on any other state salary figure when the worker is in Oklahoma.

• Customer Non-Solicit Is the Limit

  The most an Oklahoma employer can enforce against a former employee is a narrow customer non-solicit. Under 15 O.S. Section 219A the former employee may work in the same field but may not directly solicit the sale of goods or services to the former employer's established customers. Draft the restriction to match that statute rather than as a general bar on competition.

• Employee Non-Solicit Permitted

  Oklahoma separately permits an employee non-solicit under 15 O.S. Section 219B: a provision barring a former employee or contractor from soliciting the employer's employees or independent contractors is not treated as a restraint of trade, and Sections 217, 218, 219 and 219A do not apply to it. This is enforceable even though a full non-compete is not.

• Sale-of-Business Exception

  Oklahoma allows a covenant not to compete when a person sells the goodwill of a business (15 O.S. Section 218). The seller may agree not to carry on a similar business within a specified county and contiguous counties, or a specified city or town, so long as the buyer carries on a like business there. An overbroad territory may be narrowed by statute to the county that is the primary place of the business and contiguous counties.

• Partnership Dissolution Exception

  Oklahoma also allows a covenant on a partnership dissolution (15 O.S. Section 219). Upon or in anticipation of dissolving the partnership, the partners may agree that none will carry on a similar business within a specified county and contiguous counties, or a specified city or town. As with a business sale, an overbroad territory may be narrowed to the county that is the primary place of the partnership business and contiguous counties.

• Protect Trade Secrets Instead

  Because an employee non-compete is void, Oklahoma employers protect confidential information with a confidentiality or non-disclosure agreement and the Oklahoma Uniform Trade Secrets Act (78 O.S. Section 85 et seq.). Combined with the permitted customer and employee non-solicits, this protects trade secrets and customer relationships without restraining where a former employee may work, which is what keeps it lawful in Oklahoma.

• Federal FTC Rule Is Not in Force

  The 2024 Federal Trade Commission non-compete rule was set aside by a federal court before it took effect, so it is not currently binding, and its status remains unsettled. Oklahoma does not depend on it: 15 O.S. Section 219A independently voids employee non-competes in Oklahoma regardless of what happens with the federal rule.